Xenetic Biosciences (XBIO) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 11, 2025, to be held virtually, with voting on director elections, auditor ratification, and executive compensation approval.

• Proxy materials, including the proxy statement and annual report, are available online; shareholders can vote by internet, phone, or mail.

• Record date for voting is October 15, 2025, with 2,277,139 shares outstanding and entitled to vote.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors, ratifying CBIZ CPAs P.C. as the independent auditor for 2025, and a non-binding advisory vote on executive compensation (Say on Pay).

• Shareholder proposals and director nominations for the 2026 meeting must be submitted by July 3, 2026, with specific advance notice requirements outlined in the bylaws.

• Only Proposal 2 (auditor ratification) is considered a routine matter for broker voting; Proposals 1 and 3 require direct shareholder instructions.

Board of directors and corporate governance

• Board size set to six members as of October 29, 2024; all current directors were elected at the last annual meeting.

• Majority of the board and all committee members are independent per Nasdaq standards, with independence reviewed annually.

• Board leadership is separated between the CEO and Board Chair; current Chair is Dmitry Genkin.

• Board met eight times in 2024; most directors attended at least 75% of meetings.

• Anti-hedging and pledging policy in place for directors, officers, and certain employees.